General Terms and Conditions of Sale (Translation)

Sec. 1 Scope of application, form

(1)          These General Terms and Conditions of Sale (GTCS) apply to all our business relationships with our customers ("Buyer"). The GTCS shall only apply if the Buyer is an entrepreneur (Section 14 of the German Civil Code [BGB]), a legal entity under public law or a special fund under public law.

(2)          The GTCS apply in particular to contracts for the sale and/or delivery of movable goods ("goods"), irrespective of whether we manufacture the goods ourselves or purchase them from suppliers (Sections 433 and 650 of the German Civil Code). Unless otherwise agreed, the GTCS in the version valid at the time of the Buyer's order or, in any case, in the version last communicated to him in text form shall also apply as a framework agreement for similar future contracts without us having to refer to them again in each case.

(3)          Our GTCS apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Buyer shall only become part of the contract if and to the extent that we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example, even if the Buyer refers to his general terms and conditions in the context of the order, and we do not expressly object to this.

(4)          Individual agreements (e.g. framework supply agreements, quality assurance agreements) and information in our order confirmation shall take precedence over the GTCS. In case of doubt, trade terms shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) in the version valid at the time of the conclusion of the contract.

(5)          Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting of deadlines, notification of defects, withdrawal or reduction) must be made in writing. Written form within the meaning of these GTCS includes written and text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the person making the declaration, shall remain unaffected.

(6)          References to the applicability of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall, therefore, apply unless they are directly amended or expressly excluded in these GTCS.

(7)          In the event of any ambiguities, the German version of the General Terms and Conditions of Sale shall prevail.

Sec. 2 Conclusion of contract

(1)          Our offers are subject to change and non-binding. This shall also apply if we have provided the Buyer with catalogues, technical documentation (e.g. drawings, plans, calculations, calculations, references to DIN standards), other product descriptions or documents - also in electronic form - to which we reserve ownership rights and copyrights.

(2)          The order of the goods by the Buyer is considered a binding offer to conclude a contract. Unless otherwise stated in the order, we shall be entitled to accept this contractual offer within two weeks of its receipt by us.

(3) Acceptance may be declared either in writing (e.g., by order confirmation) or by delivery of the goods to the Buyer. Orders received through agents or representatives shall only be deemed to have been accepted after we expressly confirm them.

Sec. 3 Delivery period and delay in delivery

(1)          We agree upon the delivery period individually or state it upon acceptance of the order.

(2)          If we are unable to meet binding delivery deadlines for reasons for which we are not responsible (non-availability of the service), we will inform the Buyer of this immediately and, at the same time, inform him of the expected new delivery deadline. If the service is also not available within the new delivery period, we are entitled to withdraw from the contract in whole or in part; we will immediately reimburse any consideration already provided by the Buyer; non-availability of the service exists, for example, in the event of late delivery by our supplier, if we have concluded a congruent hedging transaction, in the event of other disruptions in the supply chain, for example due to force majeure or if we are not obliged to procure in individual cases.

(3) The occurrence of our delivery delay shall be determined in accordance with the statutory provisions. In any case, however, a reminder from the Buyer is required.

(4) The Buyer's rights, according to item 8 of these GTCS and our legal rights, especially in case of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or supplementary performance), remain unaffected.

Sec. 4 Delivery, Transfer of Risk, Acceptance, Default of Acceptance

(1)          Delivery/collection is ex warehouse. At the request, expense and risk of the Buyer, the goods will be shipped to another destination (sale involving the carriage of goods). Unless otherwise stipulated, we are entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves.

(2)          The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest upon the physical handover. In the case of sale involving the carriage of goods, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay, shall already pass upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. If acceptance has been subject to an agreement, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply mutatis mutandis to an agreed acceptance. In the event that the Buyer defaults to acceptance, this shall be deemed equivalent to the physical handover or acceptance.

(3) If the Buyer defaults on acceptance, fails to cooperate, or delays our delivery for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses.

Sec. 5 Prices and terms of payment

(1)          Unless otherwise agreed in individual cases, our current prices at the time of conclusion of the contract shall apply, ex warehouse, plus the statutory VAT.

(2) In the case of a sale involving the carriage of goods, the Buyer shall bear the transport costs ex warehouse and the costs of any transport insurance requested by the Buyer. The Buyer shall also bear any customs duties, fees, taxes, and other public charges.

(3)          The purchase price is due and payable within the period stated on the invoice. However, we shall be entitled at any time, even within the framework of an ongoing business relationship, to make a delivery in whole or in part only against advance payment. We will declare a corresponding reservation as soon as the order is confirmed.

(4)          The Buyer shall be in default upon the expiry of the payment deadline. During the period of default, the purchase price shall bear interest at the applicable statutory default interest rate. We reserve the right to assert further damage caused by delay. With respect to merchants, our claim to the commercial due date interest (Sec. 353 of the German Commercial Code [HGB]) shall remain unaffected.

(5)          The Buyer shall only be entitled to rights of set-off or retention insofar as his claim has been legally established or is undisputed. In the event of defects in the delivery, the Buyer's counter-rights shall remain unaffected, in particular, pursuant to item 7 para. 6 sentence 2 of these GTCS.

(6)          If, after the conclusion of the contract, it becomes apparent (e.g. by filing for insolvency proceedings) that our claim to the purchase price is jeopardized by the Buyer's inability to pay, we shall be entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Sec. 323 of the German Civil Code [BGB]). In the case of contracts for the manufacture of unjustifiable items (custom-made products), we may declare rescission immediately; the statutory provisions on the dispensability of setting a deadline shall remain unaffected.

(7)          We are entitled to assign the claims arising from our business relationship and to pass on the associated data provided that the assignee undertakes to maintain the same confidentiality as we do.

Sec. 6 Retention of title

(1)          We retain title to the goods sold until all of our present and future claims arising from the purchase contract and an ongoing business relationship (the "Secured Claims") have been paid completely.

(2)          The goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment of the secured claims. The Buyer must inform us immediately in writing if an application is made to open insolvency proceedings or insofar as third parties (e.g. seizures) have access to the goods belonging to us.

(3)          In case of breach of contract by the Buyer, in particular in case of non-payment of the due purchase price, we are entitled to withdraw from the contract in accordance with the statutory provisions or/and to demand the return of the goods on the basis of the reservation of title. The claim to return does not at the same time include the declaration of withdrawal; we are rather entitled to demand only the return of the goods and to reserve the right of withdrawal. If the Buyer does not pay the purchase price due, we may only assert these rights if we have previously set the Buyer a reasonable deadline for payment without success or if setting such a deadline is dispensable under the statutory provisions.

(4)          The Buyer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business until revoked in accordance with (c) below. In this case, the following provisions shall apply in addition:

(a)           The retention of title extends to the products resulting from the processing, mixing or combining of our goods at their full value, whereby we are deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their respective right of ownership remains, we shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.

(b)          The Buyer hereby assigns to us by way of security any claims against third parties arising from the resale of the goods or the product in total or the amount of our co-ownership share, if any, in accordance with the preceding paragraph. We accept the assignment. The obligations of the Buyer mentioned in paragraph 2 shall also apply with regard to the assigned claims.

(c)           The Buyer remains authorized to collect the claims in addition to us. We undertake to refrain from collecting the claims as long as the Buyer meets his payment obligations to us, there is no deficiency in his ability to pay, and we do not assert the retention of title by exercising a right in accordance with Para. 3. If this is the case, however, we may demand that the Buyer inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment. Furthermore, in this case, we shall be entitled to revoke the Buyer's authority to sell further and process the goods subject to title retention.

(d)          If the realizable value of the securities exceeds our claims by more than 10%, we shall release securities of our choice at the Buyer's request.

Sec. 7 Claims for defects of the Buyer

(1)          The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title (including incorrect and short delivery) unless otherwise specified below. In all cases, the statutory provisions on the sale of consumer goods (Secs. 474 et seq. of the German Civil Code [BGB]) and the rights of the Buyer from separately issued guarantees, in particular on the part of the manufacturer, remain unaffected.

(2)          The basis of our liability for defects is, above all, the agreement reached on the quality and intended use of the goods. All product descriptions and manufacturer's specifications that are the subject of the individual contract or that were made public by us at the time of the conclusion of the contract shall be deemed to be a quality agreement in this sense. Insofar as an agreement on the condition has not been reached, it is to be assessed according to the legal regulation whether a defect exists or not. Public statements made by the manufacturer or on its behalf, in particular in advertising or on the label of the goods, take precedence over statements made by other third parties.

(3)          As a matter of principle, we must not be held liable for defects of which the Buyer is aware at the time of conclusion of the contract or is not aware due to gross negligence (Sec. 442 of the German Civil Code [BGB]). Furthermore, the Buyer's claims for defects presuppose that he has fulfilled his statutory inspection and notification obligations (Secs. 377, 381 of the German Commercial Code [HGB]). In the case of goods intended for further processing, an inspection must always be carried out immediately before processing. If a defect is discovered during delivery, inspection or at any later point in time, we must be notified of this in writing without delay. In any case, obvious defects must be reported in writing within three working days of delivery, and defects not recognizable during the inspection must be reported within the same period from discovery. If the Buyer fails to inspect the goods and/or report defects properly, our liability for the defect not reported or not reported on time or not reported properly shall be excluded in accordance with the statutory provisions.

(5)          If the delivered item is defective, we may first choose whether to provide supplementary performance by remedying the defect (rectification) or by delivering an item free of defects (replacement). If the type of supplementary performance we selected is unreasonable for the Buyer in the individual case, the Buyer may reject it. Our right to refuse supplementary performance under the statutory conditions shall remain unaffected.

(6) We are entitled to condition the supplementary performance owed on the Buyer paying the purchase price due. However, the Buyer is entitled to retain a reasonable part of the purchase price in relation to the defect.

(7)          The Buyer must give us the time and opportunity required for the supplementary performance owed, in particular, to physically transfer the rejected goods for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to us at our request in accordance with the statutory provisions; however, the Buyer shall have no right of return.

(8) We shall bear or reimburse the expenses necessary for inspection and purposes, in particular transport, travel, labour, and material costs, in accordance with the statutory provisions and these GTCS if a defect actually exists. Otherwise, we may demand compensation from the Buyer for the costs incurred as a result of the unjustified request to remedy the defect if the Buyer knew or could have recognized that there was, in fact, no defect.

(9) If a reasonable deadline for supplementary performance set by the Buyer has expired without success or is dispensable in accordance with the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price in accordance with the statutory provisions. However, there is no right to withdraw in the event of an insignificant defect.

(10)        Claims by the Buyer for reimbursement of expenses pursuant to Section 445a (1) of the German Civil Code (BGB) are excluded unless the last contract in the supply chain is a sale of consumer goods (Sections 478, 474 of the German Civil Code [BGB]). Claims of the Buyer for damages or reimbursement of futile expenses (§ 284 of the German Civil Code [BGB]) shall only exist in accordance with the following items 8 and 9, even in the case of defects in the goods.

Sec. 8 Other liability

(1)          Unless otherwise stated in these GTCS, including the following provisions, we shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.

(2)          We shall be liable for damages - irrespective of the legal grounds - within the scope of fault-based liability in the event of intent and gross negligence. In the event of simple negligence, we shall only be liable, subject to statutory limitations of liability (e.g. care in our affairs; insignificant breach of duty), for

a)            for damages resulting from injury to life, body or health, and

b)            for damages arising from the breach of an essential contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, our liability is limited to compensation for the foreseeable, typically occurring damage.

(3)          The limitations of liability resulting from paragraph 2 shall also apply to third parties and in the event of breaches of duty by persons (including in their favour) whose fault we are responsible for in accordance with statutory provisions. They do not apply if a defect has been fraudulently concealed or a guarantee has been given for the quality of the goods and claims of the Buyer under the German Product Liability Act.

(4)          The Buyer may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if we are responsible for the breach of duty. A free right of termination of the Buyer (in particular, according to Sec. 650, 648 BGB) is excluded. Otherwise, the statutory requirements and legal consequences apply.

Sec. 9 Limitation period

(1)          Notwithstanding Sec. 438 Para. 1 No. 3 of the German Civil Code (BGB), the general limitation period for claims arising from material defects and defects of title is one year from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance. Special statutory provisions on the statute of limitations remain unaffected (in particular, Sec. 438 Para. 1 No. 1, Para. 3, Secs. 444, 445b of the German Civil Code [BGB]).

(2)          The above limitation periods of the sales law shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods unless the application of the regular statutory limitation period (Sec. 195, 199 of the German Civil Code [BGB]) would lead to a shorter limitation period in individual cases. Claims for damages by the Buyer pursuant to Sec. 8 Para. 2, sentence 1 and sentence 2 (a), as well as pursuant to the German Product Liability Act, shall lapse exclusively in accordance with the statutory limitation periods.

Sec. 10 Choice of law, place of jurisdiction and place of performance

(1)          These GTCS and the contractual relationship between us and the Buyer shall be governed exclusively by the laws of the Federal Republic of Germany.

(2)          If the Buyer is a merchant (Kaufmann) within the sense of the  German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be our registered office in Hamburg. The same applies if the Buyer is an entrepreneur within the meaning of Sec. 14 of the German Civil Code (BGB).

(3)          The place of performance is Hamburg.

Please note that in case of legal dispute only the official German version of this document is legally binding.